June 10, 1997


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

     Re:  BioWhittaker, Inc. (the "Company")
          10-Q for the Quarterly Period Ended April 30, 1997

Dear Ladies and Gentlemen:

     For  filing  with  the  Securities  and  Excahnge  Commission  pursuant  to
Instruction G of Form 10-Q is an electronicallyh  transmitted copy with exhibits
of the Company's Quarterly Report.

     Please acknowledge receipt of this filing.


/s/F. Dudley Staples, Jr.
-------------------------
F. Dudley Staples, Jr.
Secretary and General Counsel


cc:  Mr. Philip L. Rohrer, Jr. (w/encl.)
     File
<PAGE>

---------------------------------------------------------------------------

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 Form 10-Q
                                 (Mark One)



|X|  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the period ended April 30, 1997

|_|  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

For the transition period from                to

Commission file number      1-10870


                             BIOWHITTAKER, INC.
                             ------------------
           (Exact name of Registrant as specified in its charter)



                      Delaware                     95-3917176
                      --------                     ----------
             (State or other Jurisdiction of     (I.R.S. Employer
             Incorporation or Organization)      Identification No.)



8830 Biggs Ford Road, Walkersville, Maryland        21793-0127
--------------------------------------------        ----------
   (Address of Principal Executive Offices)         (zip code)


                               (301) 898-7025
                               --------------
            (Registrant's telephone number, including area code)



     Indicate  by check  whether  the  registrant:  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                        |X|    Yes      |_|  No

     The number of shares  outstanding of the Registrant's  only class of common
stock as of April 30, 1997 was 10,760,866.

------------------------------------------------------------------------------



<PAGE>



Part I. Financial Information
     Item 1. Financial Statements

                             BIOWHITTAKER, INC.
                     CONSOLIDATED STATEMENTS OF INCOME
               (Dollars in thousands, except per share data)

                                    For the Three Months    For the Six Months
                                    --------------------    ------------------
                                        Ended April 30,       Ended April 30,
                                        ---------------       ---------------
                                       1997       1996         1997      1996
                                       ----       ----         ----      ----

Sales..............................  $ 14,901   $ 13,559    $ 27,932  $ 25,471
Costs and expenses
Cost of sales .....................     7,472      7,187      14,142    13,665
  Research and development.........       709        649       1,395     1,234
  Selling, general and administrative   4,127      3,736       7,823     7,031
                                      -------   --------    --------   -------
                                       12,308     11,572      23,360    21,930
                                      -------   --------    --------   -------

Income From Operations.............     2,593     1,987       4,572     3,541

Other (income)/expenses
  Purchased research and development       --        --          --     4,000
  Gain on sale of product line.....        --        --          --    (1,322)
  Other income ....................       (90)      (90)       (181)     (181)
  Interest.........................        (2)       60          47       159
  Loss/(Gain) on foreign currency 
     transactions .................         7        (8)         13        28
                                      --------   -------    --------  -------
                                          (85)      (38)       (121)    2,684
                                      --------   -------    --------  --------
Income Before Income Taxes.........     2,678      2,025      4,693       857
Provision for income taxes.........       978        658      1,726     1,449
                                      -------    -------    --------  --------

Net Income/(Loss)..................  $  1,700   $  1,367   $  2,967   $  (592)
                                     ========   ========   ========   ========

Net Income/(Loss) Per Share........  $   0.16   $   0.13   $   0.27   $ (0.05)
                                     ========   ========   ========   ========

Average common and common equivalent
 shares outstanding (in thousands)     10,935    10,906      10,920    10,891
                                      =======   =======     =======   =======





Unaudited
See Notes to Consolidated Financial Statements



                                     2

<PAGE>



                             BIOWHITTAKER, INC.
                        CONSOLIDATED BALANCE SHEETS
                           (Dollars in thousands)

                                                April 30,     October 31,
                                                ---------     -----------
                                                   1997           1996
                                                   ----           ----
                                  
ASSETS

CURRENT ASSETS
Cash and cash equivalents.....................   $    2,853   $     701
Accounts receivable...........................        8,147       8,623
Other receivables.............................          790       1,233
Inventories...................................       22,323      21,114
Prepaid expenses..............................        2,314       1,687
Deferred income taxes ........................          126         119
                                                  ---------   ---------
 Total Current Assets.........................       36,553      33,477
                                                  ---------   ---------

PROPERTY, PLANT AND EQUIPMENT.................       33,919      33,595
Less accumulated depreciation and amortization       17,421      16,808
                                                  ---------   ---------
                                                     16,498      16,787

INTANGIBLE ASSETS.............................       13,766      12,511
Less accumulated amortization.................        2,293       1,698
                                                  ---------   ---------
                                                     11,473      10,813

OTHER ASSETS..................................           78          78
                                                  ---------   ---------
                                                 $   64,602  $   61,155
                                                 ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable.................................   $      --    $    300
Current portion of long-term debt.............          761         291
Accounts payable..............................        4,327       3,857
Accrued liabilities...........................        5,402       6,483
Income taxes payable..........................        1,290         321
                                                 ----------  ----------
 Total Current Liabilities....................       11,780      11,252
                                                 ----------  ----------

LONG-TERM DEBT................................        1,551       1,443
                                                 ----------  ----------
DEFERRED INCOME TAXES.........................        1,504       1,669
                                                 ----------  ----------

STOCKHOLDERS' EQUITY
Common stock..................................          108         108
Additional paid-in capital....................       26,397      26,389
Retained earnings.............................       23,280      20,313
Translation adjustment........................          (18)        (19)
                                                 -----------  ---------
     Total Stockholders' Equity...............       49,767      46,791
                                                 ----------  ----------
                                                 $   64,602  $   61,155
                                                 ==========  ==========


April 30, 1997 - Unaudited
See Notes to Consolidated Financial Statements

                                     3

<PAGE>




                               BIOWHITTAKER, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)


                                                      For the Six Months
                                                      ------------------
                                                        Ended April 30,
                                                        ---------------
                                                        1997      1996
                                                        ----      ----
OPERATING ACTIVITIES
                                                                               
Net income/(loss).................................  $  2,967   $   (592)
Adjustments to reconcile net income/(loss) to 
   net cash provided by operating activities:
   Depreciation and amortization..................     1,896      1,681
   Purchased research and development.............        --      4,000
   Gain on sale of product line...................        --     (1,322)
   Deferred income taxes..........................      (172)       (51)
   Loss on disposal of property, plant and equipment      16         17
   Changes in operating assets and liabilities, 
     excluding the affect of acquisitions:
       Accounts receivable........................       476        477
       Inventories................................    (1,209)       235
       Prepaid expenses and other assets..........      (345)    (1,605)
       Prepaid royalty payment....................      (375)    (1,100)
       Accounts payable and accrued liabilities...       358       (120)
                                                     --------   -------
   Net Cash Provided by Operating Activities......      3,612     1,620
                                                     --------   -------

INVESTING ACTIVITIES
Purchases of property, plant and equipment........    (1,028)    (1,534)
Proceeds from sale of product line................       536     11,914
Purchase of Clonetics, net of cash received.......        --     (8,226)
                                                      -------   -------
   Net Cash (Used in)/Provided by Investing
      Activities .................................      (492)     2,154
                                                      --------  -------

FINANCING ACTIVITIES
Net payments of notes payable.....................      (300)      (900)
Payment of long-term debt.........................      (422)    (1,640)
Other.............................................      (246)     ( 123)
                                                      -------   -------
   Net Cash Used in Financing Activities..........      (968)    (2,663)
                                                      -------   -------
   Net Change In Cash and Cash Equivalents........      2,152     1,111
   Cash and Cash Equivalents At Beginning Of Year         701       359
                                                      -------   -------
   Cash and Cash Equivalents At End Of Period ....    $ 2,853   $ 1,470
                                                      =======   =======
Supplemental  disclosure of cash flow  information:  
Cash paid during the period for:

     Interest.....................................    $  127    $   257
                                                      =======   =======
     Income taxes.................................    $  929    $ 1,724
                                                      =======   =======


Notes
   1.In connection  with the acquisition of all of the common stock of Clonetics
     Corporation for $8,733 in cash, the Company acquired assets with a value of
     $8,236,  assumed  liabilities  of $3,503 and  expensed  $4,000 of purchased
     research and development.

Unaudited
See Notes to Consolidated Financial Statements

                                       4

<PAGE>



                               BIOWHITTAKER, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in Thousands, Except Per Share Data)


   Basis of Presentation:  The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six months ended
April  30,  1997  are not  necessarily  indicative  of the  results  that may be
expected for the year ending October 31, 1997. For further information, refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Annual Report on Form 10-K for the year ended October 31, 1996 for BioWhittaker,
Inc. and its subsidiaries ("the Company" or "BioWhittaker").

     Reclassifications:   Certain  prior  years'  amounts  in  the  Consolidated
Financial Statements have been reclassified to conform to the 1997 presentation.

   Net Income Per Share: Net income per share is computed by dividing net income
by  the  weighted  average  number  of  common  and  common   equivalent  shares
outstanding. Common equivalent shares include the dilutive effect of outstanding
stock purchase  options and Anasco's right to maintain its aggregate  percentage
voting  interest in the Company  calculated,  in each case,  under the  treasury
stock  method.  Net income per share  determined on a fully diluted basis is not
materially different from the primary net income per share presented.

   In February 1997, the Financial  Accounting  Standards Board issued Statement
No. 128 Earnings per Share, which is required to be adopted in fiscal year 1998.
At that time,  the Company will be required to change the method  currently used
to compute  earnings per share and to restate all prior  periods.  Under the new
requirements  for calculating  basic earnings per share,  the dilutive effect of
stock options will be excluded.  The impact of Statement 128 on the  calculation
of basic and fully diluted earnings per share is not expected to be material.

   Inventories: Inventories consisted of the following:

                                                    April 30,   October 31,
                                                   ----------   -----------
                                                       1997         1996
                                                       ----         ----
   Raw material...........................        $   4,487       $  4,050
   Work in process........................            7,701          7,323
   Finished goods.........................           10,135          9,741
                                                   --------       --------
                                                  $  22,323       $ 21,114
                                                  =========      =========


   Acquisitions and Divestitures: On January 17, 1996, the Company acquired 100%
of the stock of  Clonetics  Corporation  ("Clonetics"),  a leading  supplier  of
normal  human  cells,  for $8,733 in cash and the  assumption  of  approximately
$3,500  in  liabilities.  The  operations  of  Clonetics  are  included  in  the
Consolidated  Statement of Income from the date of acquisition.  The acquisition
was  accounted  for as a purchase  transaction  and resulted in the recording of
approximately  $2,260 of goodwill,  $3,350 of purchased technology and $1,480 of
other  intangibles  that will be  amortized  over  periods  ranging from 7 to 15
years.  $4,000 of the purchase  price was  allocated  to purchased  research and
development and expensed on the Company's  Consolidated  Statement of Income for
the three months ended January 31, 1996.



                                       5

<PAGE>




                               BIOWHITTAKER, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                 (Dollars in Thousands, Except Per Share Data)

   On December 18, 1995, the Company sold to Carter-Wallace, Inc. ("Carter") its
diagnostic  test kit  business  in the EIA format for $9,000 and on  February 2,
1996 sold its related FIAX line for $1,000.  Carter also  purchased EIA and FIAX
finished  goods  inventory  for  approximately  $1,400.  BioWhittaker  agreed to
continue to manufacture  EIA and FIAX products for Carter for up to one and five
years,  respectively.  Under a separate  agreement with one of Carter's contract
manufacturers,  BioWhittaker  agreed to sell  certain raw  material  and work in
process inventory over a two year period.

   BioWhittaker also agreed to provide to Carter's  customers certain diagnostic
testing  instrumentation  associated  with the EIA and FIAX product lines and to
service the equipment for up to two years.  The  equipment  surcharge  typically
paid on each  kit  purchased  by  customers  will be  collected  by  Carter  and
periodically  remitted to the Company in the amount of approximately $1,585, the
book value of such diagnostic  equipment owned by the Company at closing.  As of
April 30, 1997, Carter owed the Company $0.5 million of such book value.

   As a result of this  transaction,  BioWhittaker  recorded  a pre-tax  gain of
$2,261 on its  Consolidated  Statement of Income for fiscal 1996, which includes
the  write-off  of  approximately  $2,200 of  unamortized  cost of  patents  and
goodwill. A pre-tax gain of $1,322 was recognized in the Company's  Consolidated
Statement of Income for the six months ended April 30, 1996.

   The following table presents proforma  consolidated results of operations for
the three  and six  months  ended  April 30,  1996 and 1997,  assuming  that the
purchase  of  Clonetics  Corporation  and the  sale of the  diagnostic  test kit
business to  Carter-Wallace,  Inc. had occurred at the  beginning of each of the
respective fiscal periods.

                                   For the Three Months      For the Six Months
                                   --------------------      ------------------
                                      Ended April 30,          Ended April 30,
                                    -----------------         -----------------
                                     1996         1997       1996        1997 
                                     ----         ----       ----        ---- 
   Sales.......................   $  14,901   $  13,559    $ 27,932  $  25,300
   Net Income..................   $   1,700   $   1,367    $  2,967  $   2,072
   Net Income Per Share........   $    0.16   $    0.13    $   0.27  $    0.19

   The above proforma  information is presented for  illustrative  purposes only
and is not  necessarily  indicative  of  the  operating  results  had  both  the
acquisition  of  Clonetics  Corporation  and  the  sale to  CarterWallace,  Inc.
occurred as of November 1, 1995 and November 1, 1996.


                                       6

<PAGE>



Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
       FINANCIAL CONDITION.

Overview

     The  discussion  below contains  certain  forward-looking  statements  that
involve risks and  uncertainties  concerning the future Results of Operations of
BioWhittaker,  Inc. Actual results could differ materially from those discussed.
In evaluating such statements, readers should specifically consider risk factors
identified  under the  caption  "Factors  Affecting  Future  Operating  Results"
contained in the Company's  annual report on Form 10-K for the fiscal year ended
October 31, 1996.  Readers should also consider the information  contained under
the caption "Recent Developments".

Results of Operations

Revenue Summary

       BioWhittaker's sales are derived from three principal product lines; cell
culture products,  endotoxin  detection products and clinical diagnostic testing
products.  Sales for the three  month and six month  periods  ended April 30 are
shown in the following table:
                                             Three Months        Six Months
                                             ------------        ----------
                                           Ended April 30,     Ended April 30,
                                           ---------------     ---------------
                                          1997        1996      1997     1996
                                          ----        ----      ----     ----
                                                     (In thousands)
   Cell culture products...............  $ 9,659   $  7,837  $ 17,848 $ 13,857
   Endotoxin detection products........    4,013      3,841     7,754    6,709
   Clinical diagnostic testing products    1,229      1,881     2,330    4,905
                                         -------    -------  --------  -------
   Total sales ........................  $ 14,901  $ 13,559  $ 27,932 $ 25,471
                                         ========   =======  ======== ========

Comparison  of the first six  months of fiscal  1997 to the first six  months of
fiscal 1996.

   Sales for the first six months of fiscal 1997 of $27.9 million exceeded sales
in the comparable fiscal period of fiscal 1996 by $2.5 million, or 9.7%.

   Cell culture product sales increased by $4.0 million, or 28.8%, due primarily
to an additional $2.3 million in sales of Clonetics products,  higher prices for
certain cell  cultures  sold to a large  customer and to higher sales volume for
cell culture media.

   Endotoxin detection product sales increased by $1.0 million, or 15.6%, due to
increased  sales  volume  in all of the  Company's  test  formats.  This rate of
increase is higher than expected  because of a change in order  patterns for the
Company's  European  distributors.  Future  growth is  expected  to resume at an
annual rate that more  closely  resembles  that of the most  recently  completed
fiscal year.

   Clinical  diagnostic  testing  product sales  decreased by $2.6  million,  or
52.5%,  $1.4  million  of which was due to the sale of the EIA and FIAX  Product
Lines and $0.8 million due to the completion in the third quarter of fiscal 1996
of a  contract  to  produce  botulinum  antitoxin.  In  addition,  sales for the
Company's allergy detection products declined $0.3 million primarily as a result
of  increased  competition.  The  Company  expects  sales for these  products to
continue to decline at similar rates for the foreseeable future.


                                      7

<PAGE>




       Gross margins were 49.4% of sales for the first six months of fiscal 1997
compared  to 46.4%  during  the  comparable  period  of fiscal  1996  reflecting
proportionally  higher  margins  associated  with Clonetics  products,  improved
margins due to higher  sales prices for certain  cell  cultures  sold to a large
customer and to improved manufacturing efficiencies.

   Research and development  expenses  increased from $1.2 million for the first
six months of fiscal  1996 to $1.4  million  for the same  period of fiscal 1997
primarily as a result of increased development efforts for Clonetics.

   Selling,  general and administrative expenses increased from $7.0 million for
the first  six  months of fiscal  1996 to $7.8  million  for the same  period of
fiscal 1997  primarily  as a result of higher  selling  expenses  for  Clonetics
products.

    "Other Income" is comprised of payments  received from Boehringer  Ingelheim
for technology assistance under the terms of its agreement with the Company.

     For  fiscal  1996,"Purchased   research  and  development"  represents  the
expensing  of  in-process  research  and  development  acquired as a part of the
purchase of Clonetics.  "Gain on the sale of product line"  represents the gain,
before the effect of taxes,  as a result of the sale of the EIA and FIAX Product
Lines.

      "Provision for income taxes" as a percentage of Income Before Income Taxes
was 36.8% for the first six months of fiscal  1997.  For the first six months of
fiscal 1996, the  "Provision  for income taxes"  reflects the lack of income tax
benefit  associated with the expensing of purchased research and development and
favorable  treatment  of the gain  associated  with  the  sale of the  Company's
diagnostic  test kit  business.  Before  the effect of these  transactions,  the
"Provision  for income  taxes" as a percentage of Income Before Income Taxes was
34.8% and reflects the application of lower tax rates to the income of Clonetics
for the first six months of fiscal 1996.

Comparison of the second  quarter of fiscal 1997 to the second quarter of fiscal
1996.

   Sales for the second  quarter of fiscal 1997 of $14.9 million  exceeded sales
in the comparable fiscal period of fiscal 1996 by $1.3 million, or 9.9%.

   Cell culture product sales increased by $1.8 million, or 23.3%, due primarily
to a 53.7%  increase in sales of Clonetics  products to $2.4 million,  to higher
prices for certain cell cultures products sold to a large customer and to higher
sales volume for cell culture media.

   Endotoxin  detection product sales increased by $0.2 million, or 4.5%, due to
increased  sales  volume.  Sales for the  second  quarter  of  fiscal  1997 were
impacted by higher then  expected  sales in the first  quarter of fiscal 1997 to
the Company's  European  distributors  as a result in changes in order patterns.
Future  growth is expected to resume at an annual rate more  closely  resembling
that of the most recent fiscal year.

   Clinical  diagnostic  testing  product sales  decreased by $0.7  million,  or
34.6%,  primarily due to the  completion in fiscal 1996 of a contract to produce
botulinum  antitoxin  and to  lower  sales  volume  for  the  Company's  allergy
detection products,  primarily as a result of increased competition. The Company
expects  clinical  diagnostic  testing  product sales to continue to reflect the
effect of both of these factors in the foreseeable future.


                                      8

<PAGE>



       Gross  margins were 49.9% of sales for the second  quarter of fiscal 1997
compared  to 47.0%  during  the  comparable  period  of fiscal  1996  reflecting
proportionally  higher margins associated with Clonetics  products,  to improved
margins due to higher  sales prices for certain  cell  cultures  sold to a large
customer and to improved manufacturing efficiencies.

   Research and development  expenses increased from $0.6 million for the second
quarter  of fiscal  1996 to $0.7  million  for the same  period of fiscal  1997,
primarily as a result of increased development efforts for Clonetics.

   Selling,  general and administrative expenses increased from $3.7 million for
the second  quarter of fiscal 1996 to $4.1 million for the same period of fiscal
1997 primarily as a result of higher selling expenses for Clonetics products.

      "Other Income" is comprised of payments received from Boehringer Ingelheim
for technology assistance under the terms of its agreement with the Company.

      "Provision for income taxes" as a percentage of Income Before Income Taxes
was 36.5% for the second quarter of fiscal 1997 compared to 32.5% for the second
quarter of fiscal 1996, such difference  reflecting primarily the application of
lower tax rates to the  income of  Clonetics  for the  second  quarter of fiscal
1996.

Liquidity and Financial Condition

   During  the  first six  months  of fiscal  1997,  the  Company  financed  its
operations,  capital  expenditures and product development  activities with cash
provided  by  operations.  For the first six months of fiscal  year  1997,  cash
increased by $2.2 million.  The Company's operating  activities provided cash of
$3.6 million for the same period.

      Total current  assets of $36.6 million at April 30, 1997 were $3.1 million
higher than total current assets of $33.5 million at October 31, 1996, primarily
as a result of  increased  cash on hand and  higher  inventories  for  endotoxin
detection  products.  These  increases  were  slightly  offset by a decrease  in
accounts  receivable  as a result of strong  collection  efforts.  Total current
liabilities  at April 30, 1997 were $11.8  million  compared to $11.3 million at
October 31, 1996, such increase due mainly to the recording of deferred payments
under the terms of the Company's  arrangement  with its supplier of normal human
hepatocytes for the Clonetics product line.

   The Company's investing activities consumed cash of $0.5 million in the first
six months of fiscal 1997, primarily as a result of purchases of property, plant
and equipment  totaling $1.0 million,  offset slightly by the receipt of certain
deferred payments as a result of the sale of the EIA and FIAX Product Lines. The
Company's investing  activities  generated cash of $2.2 million in the first six
months of fiscal 1996, primarily due to the receipt of $11.9 million in proceeds
from  the  sale of its EIA and  FIAX  Product  Lines  offset  by the use of $8.2
million to acquire Clonetics. Purchases of property, plant and equipment totaled
$1.5 million for the first six months of fiscal 1996.

    Financing  activities  consumed  cash of $1.0 and $2.7 million for the first
six months of fiscal years 1997 and 1996 respectively,  reflecting primarily the
repayment of amounts outstanding under the Company's various debt facilities.


                                      9

<PAGE>



   At April 30, 1997, the Company's principal  short-term cash requirements were
to fund the Company's  normal  working  capital needs,  consisting  primarily of
inventories  and  receivables,  and to fund capital  expenditures.  At April 30,
1997, the Company had  outstanding  capital  commitments of  approximately  $1.4
million  and $9.0  million  was  available  under  the  terms  of the  Company's
revolving  credit  facility.  In  addition,   the  Company  expects  to  receive
approximately  $0.5  million  related  to the sale of its EIA and  FIAX  Product
Lines.

Recent Developments

   The Company  previously  announced that it had retained  Alex.  Brown & Sons,
Inc. to assist the Company in exploring strategic  alternatives to best position
the Company for growth,  concentrating  on methods and  strategies for enhancing
shareholder  value. The Company is considering,  among other actions,  expanding
its product lines through  internal  development or  acquisitions,  a succession
plan for senior management  and/or effecting  strategic  business  combinations.
There is no assurance that any of these  strategies will be implemented or that,
if implemented,  any given strategy will be successful in enhancing  shareholder
value.

   The Company announced recently that there was sufficient  interest to warrant
further  discussions with several third parties  concerning the possible sale of
the Company.  Discussions  are at a  preliminary  stage and it is  impossible to
predict whether a sale will result from these discussions.

   On May 16, 1997, Anasco GmbH ("Anasco") amended its Statement on Schedule 13D
to report that, in  connection  with the  Company's  announcement  regarding its
review  of  strategic  alternatives  and  with  a  pending  reassessment  of the
bioproducts  and  biosystems  businesses  of  companies  within  the  Boehringer
Ingelheim Group,  initial steps had been taken by the Boehringer Ingelheim Group
to determine whether there may be prospective  purchasers of all or a portion of
various  types of assets  related  to the  group's  bioproducts  and  biosystems
businesses.

   These assets include  approximately 19.9% of the Company's outstanding Common
Stock,  the  resale  of which is  subject  to a right  of first  refusal  by the
Company.  These assets also include 100% of the  interests  owned  indirectly by
Anasco in a  partnership  (the  "Partnership")  that  manufactures,  markets and
distributes  products,  including  certain of the Company's  products in certain
countries  of Europe,  North Africa and the Middle East (the  "Territory").  The
Company previously had owned indirectly a 50% interest in the Partnership, which
the Company sold to an Anasco  affiliate in April 1995 subject to various  terms
and conditions,  including the grant to the Company of an option to repurchase a
50%  interest  in the  Partnership  subject  to certain  conditions,  provisions
relating to the effect of a change of control of the Company or the Partnership,
and  certain  other  rights  reserved  to the  Company.  In  addition to certain
distribution  rights, the Partnership has the right to use certain technology of
the Company.

   The Company is in discussions  with Anasco  concerning  certain  alternatives
regarding the Company stock and the Partnership.  The Company has not determined
what effect,  if any, the possible actions being considered by Anasco would have
on the Company and its distribution efforts in the Territory.



                                      10

<PAGE>



                              BIOWHITTAKER, INC.
                          PART II. OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders.

        The Company's 1997 Annual Meeting of Stockholders  was held on March 14,
        1997, at which time the stockholders  voted on the election of Class III
        directors and a proposal to ratify the  appointment of Ernst & Young LLP
        as the  Company's  independent  auditors for the fiscal year.  The votes
        cast with  respect to each of the issues  subject to a vote of  security
        holders were as follows:




                                              Against
                                                or                      Broker
                                 For         Withheld    Abstentions  Non-Votes
                                 ---         --------    -----------  ---------
Noel L. Buterbaugh             9,387,601      89,651            --         --
Rudiger Erckel                 9,391,377      85,875            --         --
Ratification of the 
Appointment of Auditors        9,408,499      49,652         19,101        --


Item 6.  Exhibits and Reports on Form 8-K.

       (a) Exhibits

         11.   Statement  regarding  Computation of Per Share Net Income for the
               three months and six months ended April 30, 1997.

         10.19 Change of Control Employment Agreements

       (b) Reports on Form 8-K:

     No reports on Form 8-K were filed during the quarter ended April 30, 1997.



                                      11

<PAGE>



                                  SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                            BIOWHITTAKER, INC.


Date:   June 10, 1997                       By  /S/PHILP L. ROHRER, JR.
        -------------                           -----------------------
                                                  Philip L. Rohrer, Jr., 
                                                     Vice President
                                              (Principal Financial Officer)




                                      12

<PAGE>



                              BIOWHITTAKER, INC.
                                EXHIBIT INDEX

                                                               Sequentially
Exhibit No.                Description                         Numbered Page
-----------                -----------                         -------------

11                         Computation of Per Share Net Income          14

10.19                      Change of Control Employment Agreements      15


                                      13

<PAGE>






                                                                 Exhibit 11

                              BIOWHITTAKER, INC.
                     COMPUTATION OF PER SHARE NET INCOME
                (Dollars in thousands, except per share data)



                                      For the Three Months   For the Six Months 
                                      --------------------   ------------------ 
                                        Ended April 30,        Ended April 30,
                                        ---------------        ---------------
                                        1997       1996        1997       1996
                                        ----       ----        ----       ----

Earnings

Net income/(loss).................   $  1,700    $  1,367   $  2,967   $  (592)
                                      =======    ========   =========   =======

Average Common and Common Equivalent
    Shares (in 000)

Weighted average number of common 
    shares outstanding..............   10,760     10,759     10,760     10,759


Common equivalent share:

   Stock options included under 
     treasury stock method..........      153        125       138        110

   Proportional interest rights 
     of Anasco GmbH ...............        22         22        22         22
                                      --------   --------  -------     ------
Total...............................    10,935    10,906    10,920     10,891
                                      ========   =======   =======    =======

Net Income/(Loss) Per Share.........  $   0.16  $   0.13   $  0.27    $ (0.05)
                                      ========= ========   ========   ========





Unaudited

     Note:Net  income  per  share  determined  on a fully  diluted  basis is not
          materially different from primary net income per share shown above.


                                      14

<PAGE>



                                                             Exhibit 10.19


      The  following  executive  officers  have  entered into "Change of Control
Employment Agreements" with the Company identical to the following form:

   Messrs. Thomas Winkler, Philip L. Rohrer, Jr., Leif Olsen and 
     F. Dudley Staples, Jr.

                    CHANGE OF CONTROL EMPLOYMENT AGREEMENT


     AGREEMENT by and between  BioWhittaker,  Inc., a Delaware  corporation (the
"Company") and (the "Executive"), dated March 11, 1997.

   The Board of Directors of the Company (the "Board"),  has determined  that it
is in the best interests of the Company and its  shareholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility,  threat or occurrence of a Change of Control (as defined  below) of
the Company. The Board believes it is imperative:

     (a)  to diminish the inevitable distraction of the Executive
          by the personal  uncertainties  and risks  created by a
          pending or threatened Change of Control,

     (b)  to  encourage  the   Executive's   full  attention  and
          dedication to the Company currently and in the event of
          any threatened or pending Change of Control, and

     (c)  to provide the Executive with compensation and benefits
          arrangements  upon a Change of  Control  which  ensures
          that the compensation and benefits  expectations of the
          Executive  will be satisfied and which are  competitive
          with those of other similarly situated corporations.

To accomplish these  objectives,  the Board has caused the Company to enter into
this Agreement.

        NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

        1.  Certain Definitions

            (a) The "Effective Date" shall mean the first date during the Change
of Control  Period (as defined in Section l(b)) on which a Change of Control (as
defined in  Section  2)  occurs.  Anything  in this  Agreement  to the  contrary
notwithstanding, if a Change of Control occurs and if the Executive's employment
with the Company is terminated  prior to the date on which the Change of Control
occurs,  and  if it is  reasonably  demonstrated  by  the  Executive  that  such
termination  of employment (i) was at the request of a third party who has taken
steps  reasonably  calculated  to effect a Change of Control  or (ii)  otherwise
arose in connection with or  anticipation  of a Change of Control,  then for all
purposes of this Agreement the "Effective Date", shall mean the date immediately
prior to the date of such termination of employment.


                                      15

<PAGE>



            (b) The "Change of Control Period" shall mean the period  commencing
on the date  hereof  and ending on the second  anniversary  of the date  hereof,
provided,  however,  that commencing on the date one year after the date hereof,
and on  each  annual  anniversary  of such  date  (such  date  and  each  annual
anniversary  thereof shall be  hereinafter  referred to as the "Renewal  Date"),
unless   previously   terminated,   the  Change  of  Control   Period  shall  be
automatically  extended so as to  terminate  two years from such  Renewal  Date,
unless at least 60 days prior to the Renewal Date the Company  shall give notice
to the Executive that the Change of Control Period shall not be so extended.

        2.  Change of Control.  For the purpose of this Agreement, a "Change of
Control" shall mean:

            (a) The acquisition by any  individual,  entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of rule 13d-3  promulgated under the Exchange Act) of 50% or more of
either  (i) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding  Company  common  Stock") or (ii) the combined  voting power of the
then outstanding  voting securities of the Company entitled to vote generally in
the  election  of  directors  (the  "Outstanding  Company  Voting  Securities");
provided,  however,  that for purposes of this  subsection  (a),  the  following
acquisitions  shall not  constitute  a Change  of  Control:  (i) an  acquisition
directly  from the  Company,  (ii) any  acquisition  by the  Company,  (iii) any
acquisition  by any  employee  benefit  plan (or  related  trust)  sponsored  or
maintained by the Company or any  corporation  controlled by the Company or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A) and (B) of subsection (c) of this Section 2; or

            (b)  Individuals  who, as of the date hereof,  constitute  the Board
(the  "Incumbent  Board") cease for any reason to constitute at least a majority
of the  Board;  provided,  however,  that any  individual  becoming  a  director
subsequent to the date hereof whose election,  or nomination for election by the
Company's  shareholders,  was  approved  by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

            (c)  Consummation  of  a  reorganization,  merger  or  consolidation
involving  the  Company  or any  subsidiary  of the  Company  or sale  or  other
disposition  of  all  or  substantially  all of the  assets  of the  Company  (a
"Business   Combination"),   in  each  case,  unless,  following  such  Business
Combination,  either  (A)(i) all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business  Combination  beneficially own, directly or indirectly,  50% or
more of,  respectively,  the then  outstanding  shares of  common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors,  as the case may be, of the  corporation
resulting from such Business

                                      16

<PAGE>



Combination (including,  without limitation,  a corporation which as a result of
such transaction  owns the Company or all or substantially  all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same  proportions  as  their  ownership,  immediately  prior  to  such  Business
Combination  of the  Outstanding  Company Common Stock and  Outstanding  Company
Voting Securities, as the case may be or (ii) at least a majority of the members
of the board of  directors  of the  corporation  resulting  from  such  Business
Combination  were members of the Incumbent Board at the time of the execution of
the  initial  agreement,  or of the  action  of the  Board,  providing  for such
Business Combination and (B) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust) of the
Company  or  such   corporation   resulting  from  such  Business   Combination)
beneficially owns,  directly or indirectly,  50% or more of,  respectively,  the
then outstanding  shares of common stock of the corporation  resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation  except to the extent that such ownership at that
percentage existed prior to the Business Combination.

        3.  Employment  Period.  The  Company  hereby  agrees  to  continue  the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company  subject to the terms and conditions of this  Agreement,  for the
period commencing on the Effective Date and ending on the second  anniversary of
such date (the "Employment Period").

        4.  Terms of Employment.

            (a) Position and Duties.

            (i) During  the  Employment  Period,  (A) the  Executive's  position
   (including status,  offices, titles and reporting  requirements),  authority,
   duties  and  responsibilities  shall  be  generally  comparable  to the  most
   significant of those held,  exercised and assigned  during the 120-day period
   immediately  preceding  the  Effective  Date,  provided  that this  shall not
   preclude assignment to different duties of comparable  importance and (B) the
   Executive's  services  shall be performed at the location where the Executive
   was  employed  immediately  preceding  the  Effective  Date or any  office or
   location within 25 miles of such location.

   Notwithstanding  (i)(A) above and (vii) below,  if the Executive is unable to
   work on a full-time  basis for 60  consecutive  days,  the Company may assign
   someone  else to perform  his duties and,  upon his  return,  the Company may
   assign him to other duties  which may not be  comparable  or have  comparable
   authority and  responsibility,  but which shall be executive or managerial in
   nature. In addition,  if the Executive is unable to work on a full-time basis
   for 60 consecutive  days, upon his return,  the Company may provide different
   office facilities and support,  provided that the office facilities and staff
   support are appropriate both for an executive and for the responsibilities to
   which the Executive is then assigned.

            (ii) During the  Employment  Period,  and  excluding  any periods of
   vacation and sick leave to which the  Executive is  entitled,  the  Executive
   agrees to devote  reasonable  attention and time during normal business hours
   to the business and affairs of the Company and, to the extent

                                      17

<PAGE>



   necessary  to  discharge  the  responsibilities  assigned  to  the  Executive
   hereunder,  to  use  the  Executive's  reasonable  best  efforts  to  perform
   faithfully  and  efficiently  such  responsibilities.  During the  Employment
   Period,  it shall not be a violation of this  Agreement  for the Executive to
   (A) serve on corporate, civic or charitable boards or committees, (B) deliver
   lectures,  fulfill speaking engagements or teach at educational  institutions
   and (C) manage personal investments, so long as any of such activities do not
   materially  exceed  the time and effort  expended  by the  Executive  in such
   activities prior to the Change in Control and do not significantly  interfere
   with the  performance of the Executive's  responsibilities  as an employee of
   the Company in accordance with this Agreement. It is expressly understood and
   agreed that to the extent that any such activities have been conducted by the
   Executive  prior  to the  Effective  Date,  the  continued  conduct  of  such
   activities (or the conduct of activities similar in nature and scope thereto)
   subsequent to the Effective  Date shall not thereafter be deemed to interfere
   with the performance of the Executive's responsibilities to the Company.

            (b)  Compensation.

                 (i) Base Salary.  During the Employment  Period,  the Executive
   shall receive an annual base salary  ("Annual Base  Salary"),  which shall be
   paid at a monthly  rate at least equal to twelve  times the  highest  monthly
   base  salary  paid or  payable,  including  any  which  has been  earned  but
   deferred, to the Executive by the Company during the twelve (12) month period
   immediately  preceding the month in which the Effective  Date occurs.  During
   the Employment  Period, the Annual Base Salary shall be reviewed no more than
   12 months after the last salary  increase  awarded to the Executive  prior to
   the Effective Date and thereafter at least  annually.  Any increase in Annual
   Base Salary  shall not serve to limit or reduce any other  obligation  to the
   Executive under this  Agreement.  Annual Base Salary shall not be reduced and
   the term Annual Base  Salary as  utilized  in this  Agreement  shall refer to
   Annual Base Salary as increased from time to time.

                 (ii) Annual  Bonus.  In addition  to Annual  Base  Salary,  the
   Executive shall be awarded, for each fiscal year ending during the Employment
   Period,  an annual bonus (the  "Annual  Bonus") in cash at least equal to the
   average of the bonuses paid to the Executive under the Company's annual bonus
   plan,  or any  comparable  bonus under any  predecessor  or  successor  plan,
   including  any bonuses  earned but  deferred,  for the last three full fiscal
   years prior to the Effective Date (or such lesser period as the Executive has
   been  employed)  (annualized in the event that the Executive was not employed
   by the  Company  for the whole of such fiscal  years)  (the  "Average  Annual
   Bonus").  Each such  Annual  Bonus shall be paid no later than the end of the
   third month of the fiscal year next  following  the fiscal year for which the
   Annual Bonus is awarded,  unless the Executive elects to defer the receipt of
   such Annual Bonus.

                 (iii)  Incentive,  Savings  and  Retirement  Plans.  During the
   Employment  Period,  the Executive  shall be entitled to  participate  in all
   incentive,  savings and retirement  plans,  practices,  policies and programs
   applicable generally to other peer executives of the Company, but in no event
   shall such plans, practices, policies and programs provide the Executive with
   incentive  opportunities  (measured  with respect to both regular and special
   incentive

                                      18

<PAGE>



   opportunities,  to the extent,  if any, that such distinction is applicable),
   savings  opportunities and retirement  benefit  opportunities,  in each case,
   less favorable,  in the aggregate,  than the most favorable of those provided
   by the Company for the Executive  under such plans,  practices,  policies and
   programs  as in effect at any time  during  the  120-day  period  immediately
   preceding the Effective Date.

                 (iv) Welfare Benefit Plans.  During the Employment  Period, the
   Executive  and/or  the  Executive's  family,  as the  case  may be,  shall be
   eligible for  participation  in and shall receive all benefits  under welfare
   benefit  plans,  practices,  policies  and  programs  provided by the Company
   (including, without limitation,  medical,  prescription,  dental, disability,
   salary  continuance,  employee life, group life,  accidental death and travel
   accident insurance plans and programs) to the extent applicable  generally to
   other peer  executives  of the  Company,  but in no event  shall such  plans,
   practices,  policies and programs  provide the Executive  with benefits which
   are less favorable, in the aggregate,  than the most favorable of such plans,
   practices,  policies  and  programs in effect for the  Executive  at any time
   during the 120-day period immediately preceding the Effective Date.

                 (v) Expenses. During the Employment Period, the Executive shall
   be entitled  to receive  prompt  reimbursement  for all  reasonable  expenses
   incurred by the Executive in  accordance  with the most  favorable  policies,
   practices  and  procedures  of the Company and its  affiliated  companies  in
   effect for the  Executive at any time during the 120-day  period  immediately
   preceding the Effective Date or, if more  favorable to the  Executive,  as in
   effect generally at any time thereafter with respect to other peer executives
   of the Company and its affiliated companies.

                 (vi)  Fringe  Benefits.   During  the  Employment  Period,  the
   Executive  shall  be  entitled  to  fringe   benefits,   including,   without
   limitation,  tax and financial planning services and if applicable, use of an
   automobile  and  payment of related  expenses,  in  accordance  with the most
   favorable  plans,  practices,  programs  and  policies of the Company and its
   affiliated  companies  in effect  for the  Executive  at any time  during the
   120-day period immediately preceding the Effective Date, or if more favorable
   to the Executive,  as in effect generally at any time thereafter with respect
   to  other  peer  executives  of the  Company  and its  affiliated  companies,
   provided  that the  Executive  must elect as a group  either the  benefits in
   effect  before the  Effective  Date or after the  Effective  Date and may not
   select different fringe benefits from each period.

                 (vii) Office and Support Staff,  During the Employment  Period,
   the  Executive  shall be  entitled to an office or offices of a size and with
   furnishings  and other  appointments,  and to personal  secretarial and other
   assistance,  at least  comparable  to those  which had been  provided  to the
   Executive by the Company immediately preceding the Effective Date, unless the
   Company  makes a general  change in its  policy  for  secretarial  and office
   support  which is not  discriminatory  to the  Executive and the Executive is
   given office space,  furnishings and secretarial support consistent with such
   policy and with that provided to his peers in the Company.



                                      19

<PAGE>



            (viii) Vacation.  During the Employment  Period, the Executive shall
   be entitled to paid holiday and other  vacation in  accordance  with the most
   favorable  plans,  policies,  programs  and  practices of the Company and its
   affiliated  companies  as in effect for the  Executive at any time during the
   120-day  period  immediately  preceding  the  Effective  Date,  or,  if  more
   favorable to the  Executive,  as in effect  generally at any time  thereafter
   with  respect to other peer  executives  of the  Company  and its  affiliated
   companies,  provided  that the  Executive  must  elect as a group  either the
   holiday and vacation  benefits in effect before the  Effective  Date or after
   the Effective Date and may not select different benefits from each period.

        5.  Termination of Employment.

            (a) Death or Disability.  The Executive's employment shall terminate
automatically  upon the Executive's  death during the Employment  Period. If the
Company  determines  in good  faith that the  Disability  of the  Executive  has
occurred during the Employment  Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 12(b) of this  Agreement of its  intention to terminate the  Executive's
employment.  In such event,  the  Executive's  employment with the Company shall
terminate  effective  on the  30th  day  after  receipt  of such  notice  by the
Executive (the "Disability  Effective Date"),  provided that, within the 30 days
after  such  receipt,  the  Executive  shall  not  have  returned  to  full-time
performance  of  the  Executive's   duties.  For  purposes  of  this  Agreement,
"disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time  basis for 180  consecutive  days as a result of
incapacity due to mental or physical illness which is determined to be total and
permanent by a physician  selected by the Company or its insurers and acceptable
to the Executive or to the Executive's legal  representative (such agreement not
to be unreasonably  withheld)(provided that termination for disability shall not
terminate  the  Executive's  rights  under  the  Company's  disability  or  life
insurance  policies  in effect at the time of death or the  commencement  of the
disability.

            (b) Cause.  The Company may  terminate  the  Executive's  employment
during the Employment Period for Cause. For purposes of this Agreement,  "Cause"
shall  mean  any  of  the  following  which  is or is  determined  likely  to be
demonstrably harmful to the Company:

                 (i) the  willful  and  continued  failure of the  Executive  to
   perform  substantially the Executive's  duties with the Company or one of its
   affiliates  (other than any such failure  resulting  from  incapacity  due to
   physical  or  mental  illness),   after  a  written  demand  for  substantial
   performance  is delivered to the  Executive by the Board or, if the Executive
   is not the Chief  Executive  Officer of the Company,  by the Chief  Executive
   Officer of the Company which specifically  identifies the manner in which the
   Board  or  Chief  Executive  Officer  believes  that  the  Executive  has not
   substantially performed the Executive's duties, or

                 (ii) the willful  engaging by the Executive in illegal  conduct
   or gross misconduct which is demonstrably injurious to the Company.



                                      20

<PAGE>



                 (iii)  commission of an intentional act of fraud,  embezzlement
   or theft by the Executive in connection with the Executive's duties or in the
   course of the Executive's employment,

                 (iv)  causing intentional, wrongful damage to property of the
   Company,

                 (v)   intentionally and wrongfully disclosing secret processes 
   or other material confidential information of the Company or its customers,or

                 (vi)  participating   without  the  Company's  consent  in  the
   management of any business enterprise which engages in substantial and direct
   competition with the Company.

   For  purposes  of the  provision,  any act,  or  failure  to act,  based upon
authority  given pursuant to a resolution  duly adopted by the Board or upon the
instructions of the Chief  Executive  Officer or a senior officer of the Company
or based  upon the  advice of  counsel  for the  Company  shall be  conclusively
presumed to be done,  or omitted to be done,  by the Executive in good faith and
in the best  interests  of the  Company.  The  cessation  of  employment  of the
Executive  shall not be deemed to be for Cause unless and until there shall have
been  delivered  to the  Executive a copy of a  resolution  duly  adopted by the
affirmative  vote of not less than a majority  of the entire  membership  of the
Board  (excluding  the Executive if the Executive is a member of the Board) at a
meeting of the Board called and held for such purpose (after  reasonable  notice
is provided to the Executive and the Executive is given an opportunity, together
with  counsel,  to be heard before the Board),  finding  that, in the good faith
opinion  of the Board,  the  Executive  is guilty of the  conduct  described  in
subparagraph  (i) or (ii)  above,  and  specifying  the  particulars  thereof in
detail.

     (c) Good  Reason.  The  Executive's  employment  may be  terminated  by the
Executive for Good Reason.  For purposes of this Agreement,  "Good Reason" shall
mean:

                 (i) the assignment to the Executive of any duties  inconsistent
   in any material  respect with the  Executive's  position  (including  status,
   offices,   titles  and   reporting   requirements),   authority,   duties  or
   responsibilities  as contemplated  by Section 4(a) of this Agreement,  or any
   other action by the Company which  results in a diminution in such  position,
   authority,  duties  or  responsibilities,   excluding  for  this  purpose  an
   isolated,  insubstantial  and  inadvertent  action not taken in bad faith and
   which is remedied by the Company  promptly  after  receipt of notice  thereof
   given by the Executive;

                 (ii) any  failure  by the  Company  to  comply  with any of the
   provisions  of  Section  4(b) of this  Agreement,  other  than a failure  not
   occurring  in bad faith and which is remedied by the Company  promptly  after
   receipt of notice thereof given by the Executive;

                 (iii) the Company's  requiring the Executive to be based at any
   office or location other than as provided in Section 4(a)(i)(B) hereof or the
   Company's  requiring  the  Executive  to  travel  on  Company  business  to a
   substantially  greater extent than required in the ordinary  course in the 12
   month period prior to the Effective Date;

                                      21

<PAGE>


               (iv) any purported termination by the Company of the Executive's 
   employment otherwise  than as  expressly  permitted by this  Agreement;  or 

               (v) any failure by the Company to comply with and satisfy Section
   11(c) of this Agreement, unless such  failure is remedied  within ten (10) 
   days after  receipt by the Company or any successor of notice thereof.

            (d) Notice of Termination. Any termination by the Company for Cause,
or by the  Executive  for  Good  Reason,  shall be  communicated  by  Notice  of
Termination to the other party hereto given in accordance  with Section 12(b) of
this Agreement.  For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination  provision in this
Agreement relied upon, (ii) to the extent  applicable,  sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under the  provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such  notice).  The  failure  by the  Executive  or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes  to a showing of Good  Reason or Cause  shall not waive any right of
the Executive or the Company, respectively,  hereunder or preclude the Executive
or the  Company,  respectively,  from  asserting  such fact or  circumstance  in
enforcing the Executive's or the Company's rights hereunder.

            (e)  Date  of  Termination.  "Date  of  Termination"  means  if  the
Executive's  employment  is  terminated  by the  Company  for  Cause,  or by the
Executive for Good Reason,  the date of receipt of the Notice of  Termination or
any later date specified  therein,  as the case may be, (ii) if the  Executive's
employment is terminated by the Company other than for Cause, death, Good Reason
or Disability,  the Date of  Termination  shall be the date on which the Company
notifies  the  Executive  of  such  termination  and  (iii)  if the  Executive's
employment  is  terminated  by  reason  of  death  or  Disability,  the  Date of
Termination  shall  be the  date of death  of the  Executive  or the  Disability
Effective Date, as the case may be.

        6.  Obligations of the Company upon Termination.

            (a) Death. If the Executive's  employment is terminated by reason of
the  Executive's  death  during the  Employment  Period,  this  Agreement  shall
terminate without further  obligations to the Executive's legal  representatives
under this Agreement, other than the following obligations:

            (i) payment of the  Executive's  Annual Base Salary through the Date
    of Termination to the extent not theretofore  paid and payment of any annual
    bonus  earned for years  prior to the year in which the Date of  Termination
    occurs not theretofore paid;


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<PAGE>



            (ii) payment for the year in which the Date of Termination occurs of
    the  product of (x) the  Average  Annual  Bonus paid or payable  but for any
    deferral and (y) a fraction, the numerator of which is the number of days in
    the current fiscal year through the Date of Termination, and the denominator
    of which is 365 (the amounts  described in this  clause(ii)  is  hereinafter
    referred to as the "Termination Bonus"); and

            (iii)  payment  of  any  compensation  previously  deferred  by  the
   Executive  (together with any accrued  interest  thereon) and not yet paid by
   the Company  (subject to Section 7) and any accrued vacation pay not yet paid
   by the Company  (the amounts  described in clauses (i),  (ii) and (iii) above
   are herein after referred to as "Accrued Obligations").

   All  Accrued   Obligations  shall  be  paid  to  the  Executive's  estate  or
beneficiary,  as applicable,  at the option of the Company, either (x) in a lump
sum in cash  within 30 days of the Date of  Termination  or (y) in twelve  equal
consecutive monthly  installments,  with the first installment to be paid within
30 days of the Date of Termination.

   The Company to the extent not theretofore paid or provided, the Company shall
timely pay or provide to the Executive any other amounts or benefits required to
be paid or provided  or which the  Executive  is  eligible to receive  under any
plan, program,  policy or practice or contract or agreement of the Company (such
other  amounts  and  benefits  shall be  hereinafter  referred  to as the "Other
Benefits") in accordance with the terms of such plan, program,  policy, practice
or contract or agreement.

   With respect to the provision of Other  Benefits,  the term Other Benefits as
utilized  in this  Section  6(a)  shall  include,  without  limitation,  and the
Executive)s estate and/or  beneficiaries shall be entitled to receive,  benefits
at least equal to the most  favorable  benefits,  provided by the Company to the
estates and  beneficiaries  of peer  executives of the Company under such plans,
programs,  practices  and  policies  relating to death  benefits,  if any, as in
effect with respect to other peer executives and their beneficiaries at any time
during the 120-day period immediately preceding the Effective Date.

            (b)  Disability.  If the  Executive's  employment  is  terminated by
reason  of  the  Executive's  Disability  during  the  Employment  Period,  this
Agreement shall terminate  without further  obligations to the Executive,  other
than for payment of Accrued  Obligations  and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination. With respect to the provision
of Other  Benefits,  the term Other  Benefits as utilized in this  Section  6(b)
shall  include,  and the  Executive  shall  be  entitled  after  the  Disability
Effective  Date to receive,  disability and other benefits at least equal to the
most favorable of those generally provided by the Company to disabled executives
and/or their  families in accordance  with such plans,  programs,  practices and
policies relating to disability,  if any, as in effect generally with respect to
other peer  executives  and their families at any time during the 120-day period
immediately preceding the Effective Date

             (c) By the Company for Cause or by the Executive  Not for Good 
Reason.  If, during the  Employment  Period,  the Company  shall  terminate the
Executive's employment for Cause or the Executive shall terminate  employment 



                                     23

<PAGE>



not for  Good  Reason,  this  Agreement  shall  terminate  without  further
obligation to the Executive  under this Agreement  other than the payment to the
Executive in a lump sum in cash within 30 days after the Date of  Termination of
the aggregate of the Accrued  Obligations  (but excluding the Termination  Bonus
portion thereof) and the Other Benefits.

            (d) By the Company  other than for Cause,  Death or Disability or by
the Executive for Good Reason.  If, during the  Employment  Period,  the Company
shall  terminate  the  Executive's  employment  other than for  Cause,  Death or
Disability,  or if the Executive shall terminate employment under this Agreement
for Good Reason:

            (i) The Company  shall pay to the  Executive  the  aggregate  of the
   following amounts,  such amounts, to be payable at the option of the Company,
   either (x) in a lump sum in cash within 30 days of the Date of Termination or
   (y)  in  twelve  equal  consecutive  monthly  installments,  with  the  first
   installment to be paid within 30 days of the Date of Termination:

            A.   all Accrued Obligations;

            B. 1 times the sum of the  Executive's  Annual  Base  Salary and the
        Executive's  Annual  Bonus paid or  payable  but for any  deferral  (and
        annualized  for any fiscal  year  consisting  of less than  twelve  full
        months or for which the executive has been employed for less than twelve
        full months) to the  Executive for the most  recently  completed  fiscal
        year prior to the Date of Termination;

            C. The  Executive  shall be entitled to receive a separate  lump-sum
        supplemental  retirement benefit equal to the difference between (a) the
        actuarial   equivalent   (utilizing   for  this  purpose  the  actuarial
        assumptions  utilized  with  respect to the  BioWhittaker  Inc.  Defined
        Contribution Plan (or any successor plan thereto (the "Retirement Plan")
        during the 90-day period  immediately  preceding the Effective  Date) of
        the  benefit  payable  under the  Retirement  Plan and any  supplemental
        and/or excess retirement plan providing  benefits for the Executive (the
        "SERP") which the Executive would receive if the Executive's  employment
        continued at the compensation levels provided for in Section 4(b)(i) and
        4(b)(ii) of this Agreement for the remainder of the  Employment  Period,
        assuming for this purpose that all accrued benefits are fully vested and
        that benefit accrual formulas are no less  advantageous to the Executive
        than those in effect during the 90-day period immediately  preceding the
        Effective  Date,  and (b) the actuarial  equivalent  (utilizing for this
        purpose  the  actuarial   assumptions   utilized  with  respect  to  the
        Retirement  Plan  during the 90-day  period  immediately  preceding  the
        Effective Date) of the Executive's actual benefit (paid or payable),  if
        any, under the Retirement Plan and the SERP; and

            (ii) for the  remainder  of the  Employment  Period,  or such longer
   period as any plan,  program,  practice  or policy may  provide,  the Company
   shall  continue  benefits  to  the  Executive  and,  where  applicable,   the
   Executive's  family at least equal to those which would have been provided to
   them in accordance with the plans, programs, practices and policies described
   in Section  4(b)(iv) of this Agreement if the Executive's  employment had not
  

                                      24

<PAGE>


been terminated  in accordance with the most favorable plans, practices,  pro-
grams  or  policies  of the  Company  and  its  affiliated  companies  generally
applicable to other peer  executives and their families during the 90-day period
immediately  preceding the Effective Date or, if more favorable to the Executive
in the aggregate,  as in effect at any time thereafter generally with respect to
other peer  executives  of the Company and its  affiliated  companies  and their
families,  provided  that the  Executive  shall  receive  either the benefits in
effect before the Effective Date or after the Effective Date and may not receive
different  fringe  benefits  from  each  period.  For  purposes  of  determining
eligibility  of the  Executive  for  retiree  benefits  pursuant  to such plans,
practices,  programs and  policies,  the  Executive  shall be considered to have
remained  employed until the end of the Employment Period and to have retired on
the last day of such period.

   Notwithstanding   the  above,  if  the  Executive   obtains  other  full-time
employment  providing  any  comparable  benefits,  the Company  may  discontinue
providing any benefits comparable to those provided by the new employer.

   The  amounts  required  to be paid under this  Section  6(d)  (other than the
Accrued  Obligations)  shall be reduced by any other amount of severance  (i.e.,
relating  solely to salary or bonus  continuation or actual or deemed pension or
insurance  continuation)  received by the  Executive  upon such  termination  of
employment  under any  severance  plan,  policy or  arrangement  of the  Company
applicable  to the  Executive or a group of employees of the Company,  including
the Executive,  and  applicable  without regard to the occurrence of a Change of
Control.  The amounts  payable to the Executive  pursuant to this Agreement will
not be subject to any  requirements  of  mitigation,  nor will they be offset or
otherwise  reduced by reason of  Executive's  receipt of  compensation  from any
source other than the Company.

            7.  Non-exclusivity  of  Rights.  Nothing  in this  Agreement  shall
prevent or limit the Executive's continuing or future participation in any plan,
program,  policy or practice provided by the Company and for which the Executive
may qualify,  nor,  subject to Section  12(f),  shall  anything  herein limit or
otherwise  affect such rights as the  Executive  may have under any  contract or
agreement  with the  Company.  Amounts  which are vested  benefits  or which the
Executive is otherwise entitled to receive under any plan,  policy,  practice or
program of or any contract or agreement with the Company at or subsequent to the
Date of Termination  (including pay or bonuses  deferred in accordance  with the
terms of any such plan,  policy,  practice or program or contract or  agreement)
shall be payable in accordance  with such plan,  policy,  practice or program or
contract or agreement  except as explicitly  modified by this  Agreement.  In no
event shall this Agreement  accelerate payments under the Retirement Plan or any
SERP applicable to the Executive.

            8. Full  Settlement.  The Company's  obligation to make the payments
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense or other  claim,  right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the Executive  under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other employment.  The


                                      25

<PAGE>


Company agrees to reimburse the Executive,  to the full extent   permitted  by
law,  for all legal  fees,  expenses  and court costs  which the  Executive  may
reasonably  incur as a result of any contest by the  Company,  the  Executive or
others of the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement)  if the final court  decision in such  contest is in the  Executive's
favor. If the Executive becomes entitled to reimbursement, the Company shall pay
any bills not yet paid which would be eligible for reimbursement. However, in no
event shall the  reimbursements and payments exceed in the aggregate one hundred
thousand dollars ($100,000),  plus in each case interest on any payment from the
date the payment was made by the Executive to the date of  reimbursement  at the
applicable  Federal rate provided for in Section  7872(f)(2)(A)  of the Code. In
the event of a settlement prior to a court decision in such contest,  the amount
to be reimbursed shall be a matter to be resolved as part of the settlement.

            9. Reduction of Aggregate Payments to Avoid Tax Penalty. Anything in
this  Agreement  to the  contrary  notwithstanding,  in the  event  it  shall be
determined that the aggregate payments or distributions by the Company to or for
the  benefit  of the  Executive  (whether  paid or  payable  or  distributed  or
distributable pursuant to the terms of this Agreement) (the "Payments") would be
subject  to the excise tax  imposed  by  Section  4999 of the Code (the  "Excise
Tax"),  and if such Payments on a net after-tax  basis would yield the Executive
an amount equal to or less than the "Reduced Amount," then the Payments shall be
reduced to the Reduced  Amount.  The "Reduced  Amount" shall mean Payments in an
amount such that the receipt of such Payments  would not give rise to any Excise
Tax.

            10.  Confidential  Information.   The  Executive  shall  hold  in  a
fiduciary  capacity  for the benefit of the  Company all secret or  confidential
information,  knowledge or data relating to the Company, and its business, which
shall have been obtained by the Executive  during the Executive's  employment by
the  Company and which shall not be or become  public  knowledge  (other than by
acts by the Executive or  representatives  of the Executive in violation of this
Agreement).  After  termination of the Executive's  employment with the Company,
the Executive shall. not, without the prior written consent of the Company or as
may otherwise be required by law or legal  process,  communicate  or divulge any
such  information,  knowledge or data to anyone other than the Company and those
designated by it.

            11.  Successors.

                 (a) This Agreement is personal to the Executive and without the
prior  written  consent of the Company  shall not be assignable by the Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.

                 (b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.


                                      26

<PAGE>



                 (c) The Company will require any successor  (whether  direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or otherwise.

            12.  Miscellaneous.

                 (a)  This  Agreement  shall be  governed  by and  construed  in
accordance  with  the  laws of the  State  of  Delaware,  without  reference  to
principles of conflict of laws.  The captions of this  Agreement are not part of
the provisions hereof and shall have no force or effect.  This Agreement may not
be amended or modified  otherwise  than by a written  agreement  executed by the
parties hereto or their respective successors and legal representatives.

                 (b) All notices and other communications  hereunder shall be in
writing and shall be given by hand  delivery to the other party or by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:

                 If to the Executive:





                 If  to the Company:

                 BioWhittaker, Inc.
                 8830 Biggs Ford Road
                 Walkersville, MD  21793-0127
                 Attention: President


or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

                 (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

                 (d) The Company may  withhold  from any amounts  payable  under
this Agreement such Federal,  state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.


                                      27

<PAGE>


                 (e) The  Executive's  or the  Company's  failure to insist upon
strict  compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have  hereunder,  including,  without
limitation,  the right of the Executive to terminate  employment for Good Reason
pursuant to Section  5(c)(i)-(v) of this Agreement,  shall not be deemed to be a
waiver  of such  provision  or right  or any  other  provision  or right of this
Agreement.

                 (f) The Executive and the Company  acknowledge  that, except as
may  otherwise  be  provided  under  any other  written  agreement  between  the
Executive and the Company, the employment of the Executive by the Company is "at
will" and,  subject to Section l(a) hereof,  prior to the  Effective  Date,  the
Executive's  employment  and/or this  Agreement  may be terminated by either the
Executive or the Company at any time prior to the Effective  Date, in which case
the Executive shall have no further rights under this Agreement.  From and after
the Effective Date this Agreement shall  supersede any other  agreement  between
the parties with respect to the subject matter hereof.

        IN WITNESS WHEREOF,  the Executive has signed and the Company has caused
to be signed by its duly authorized representative this Agreement, all as of the
day and year first above written.

WITNESS:                                        Executive





                                              BioWhittaker, Inc.


                                              By:
                                                  Noel Buterbaugh, President & 
                                                  Chief Executive Officer




                                      28